NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
PRESS RELEASE
United Kingdom, 5 September 2018
Completion of accelerated bookbuild offering of 44,757,377 existing ordinary shares in Sabre Insurance Group plc
Further to the announcement on 4 September 2018, certain private equity funds advised by BC Partners LLP ("BC Partners") and Angus Ball (the "Vendors") have completed the sale of 44,757,377 ordinary shares in Sabre Insurance Group plc ("Sabre" or the "Company") at a price of £2.60 per share (the "Offering"), raising gross proceeds of £116.4m.
Following completion of the Offering, BC Partners will no longer own any shares in the Company. Angus Ball will own approximately 1.8% of the outstanding ordinary share capital of the Company.
Allocations will be confirmed today, 5 September, for settlement on 7 September.
Barclays Bank PLC acted as Sole Global Coordinator and Bookrunner in connection with the Offering.
Enquiries:
Barclays +44 (0)20 7623 2323
Chris Madderson
Phil Drake
Disclaimer
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. ANY SECURITIES SOLD IN THE UNITED STATES WILL BE SOLD ONLY TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT).
WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED DIRECTIVE 2003/71/EC AS AMENDED (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE "PROSPECTUS DIRECTIVE") (EACH A "RELEVANT MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SECURITIES REFERRED TO HEREIN REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THESE SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE.
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)E OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS").
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT QUALIFIED INVESTORS WHO ARE (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER, OR (III) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED ("RELEVANT PERSONS"). UNDER NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS.
BARCLAYS, WHICH IN THE UK IS AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATORY AUTHORITY, ARE ACTING FOR THE VENDORS AND FOR NO-ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE VENDORS FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF BARCLAYS OR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT, BARCLAYS MAY PARTICIPATE IN THE TRANSACTION ON A PROPRIETARY BASIS.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY BARCLAYS ON BEHALF OF THE VENDORS AND IS THE SOLE RESPONSIBILITY OF THE VENDORS APART FROM THE RESPONSIBILITIES AND LIABILITIES, IF ANY, THAT MAY BE IMPOSED ON BARCLAYS BY THE FINANCIAL SERVICES AND MARKETS ACT 2000, BARCLAYS DO NOT ACCEPT ANY RESPONSIBILITY WHATSOEVER AND MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, FOR THE CONTENTS OF THIS ANNOUNCEMENT, INCLUDING ITS ACCURACY, COMPLETENESS OR VERIFICATION OR FOR ANY OTHER STATEMENT MADE OR PURPORTED TO BE MADE BY THE VENDORS, OR ON THE VENDORS' BEHALF OR ON BARCLAYS BEHALF, IN CONNECTION WITH THE VENDORS OR THE TRANSACTION, AND NOTHING IN THIS ANNOUNCEMENT IS OR SHALL BE RELIED UPON AS A PROMISE OR REPRESENTATION IN THIS RESPECT, WHETHER AS TO THE PAST OR FUTURE. BARCLAYS ACCORDINGLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL AND ANY RESPONSIBILITY AND LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH THEY MIGHT OTHERWISE HAVE IN RESPECT OF THIS DOCUMENT AND ANY SUCH STATEMENT.
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